NATIONAL FINANCIAL COMMUNICATIONS CORP.
CONSULTING AGREEMENT
AGREEMENT made as of the 13th day of March, 2000 by and
between Infocall Communications Corp., maintaining its principal
offices at 0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, XX 00000
(hereinafter referred to as "Client") and National Financial
Communications Corp. DBA/ OTC Financial Network, a Commonwealth
of Massachusetts corporation maintaining its principal offices at
0000 Xxxxx Xxxxx Xxx, Xxxxxxx, XX 00000 (hereinafter referred to
as the "Company").
WITNESSETH:
WHEREAS, Company is engaged in the business of providing and
rendering public relations and communications services and has
knowledge, expertise and personnel to render the requisite
services to Client; and
WHEREAS, Client is desirous of retaining Company for the
purpose of obtaining public relations and corporate
communications services so as to better, more fully and more
effectively deal and communicate with its shareholders and the
investment banking community.
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements contained herein, it is agreed as
follows:
I. Engagement of Company. Client herewith engages Company
and Company agrees to render to Client public relations,
communications, advisory and consulting services.
A. The consulting services to be provided by the Company
shall include, but are not limited to, the development,
implementation and maintenance of an ongoing program to increase
the investment community's awareness of Client's activities and
to stimulate the investment community's interest in Client.
Client acknowledges that Company's ability to relate information
regarding Client's activities is directly related to the
information provided by Client to the Company.
B. Client acknowledges that Company will devote such time as
is reasonably necessary to perform the services for Client,
having due regard for Company's commitments and obligations to
other businesses for which it performs consulting services.
II. Compensation and Expense Reimbursement.
A. Client will pay the Company, as compensation for the
services provided for in this Agreement and as reimbursement for
expenses incurred by Company on Client's behalf, in the manner
set forth in Schedule A annexed to this Agreement which Schedule
is incorporated herein by reference.
B. In addition to the compensation and expense reimbursement
referred to in Section 2(A) above, Company shall be entitled to
receive from Client a "Transaction Fee", as a result of any
Exhibit - 10.15 - Pg. 2
Transaction (as described below) between Client and any other
company, entity, person, group or persons or other party which is
introduced to, or put in contact with, Client by Company, or by
which Client has been introduced to, or has been put in contact
with, by Company. A "Transaction" shall mean merger, sale of
stock, sale of assets, consolidation or other similar transaction
or series or combination of transactions whereby Client or such
other party transfer to the other, or both transfer to a third
entity or person, stock, assets, or any interest in its business
in exchange for stock, assets, securities, cash or other valuable
property or rights, or wherein they make a contribution of
capital or services to a joint venture, commonly owned enterprise
or business opportunity with the other for purposes of future
business operations and opportunities. To be a Transaction
covered by this section, the transaction must occur during the
term of this Agreement or the one year period following the
expiration of this Agreement.
The calculation of a transaction Fee shall be based upon the
total value of the consideration, securities, property, business,
assets or other value given, paid, transferred or contributed by,
or to, the Client and shall equal 5% of the dollar value of the
Transaction. Such fee shall be paid by certified funds at the
closing of the Transaction.
Term and Termination. This Agreement shall be for a period
of one year commencing March 13, 2000 and terminating March 12,
2001. If the Client does not cancel the contract during the
term, the contract will be automatically extended for an
additional six months. Either party hereto shall have the right
to terminate this Agreement upon 30 days prior written notice to
the other party after the first 90 days.
Treatment of Confidential Information. Company shall not
disclose, without the consent of Client, any financial and
business information concerning the business, affairs, plans and
programs of Client which are delivered by Client to Company in
connection with Company's services hereunder, provided such
information is plainly and prominently marked in writing by
Client as being confidential (the "Confidential Information").
The Company will not be bound by the foregoing limitation in the
event (i) the Confidential Information is otherwise disseminated
and becomes public information or (ii) the Company is required to
disclose the Confidential Informational pursuant to a subpoena or
other judicial order.
Representation by Company of other clients. Client
acknowledges and consents to Company rendering public relations,
consulting and/or communications services to other clients of the
Company engaged in the same or similar business as that of
Client.
Indemnification by client as to Information Provided to
Company. Client acknowledges that Company, in the performance of
its duties, will be required to rely upon the accuracy and
completeness of information supplied to it by Client's officers,
directors, agents and/or employees. Client agrees to indemnify,
hold harmless and defend Company, its officers, agents and/or
employees from any proceeding or suit which arises out of or is
due to the inaccuracy or incompleteness of any material or
information supplied by Client to Company.
Independent Contractor. It is expressly agreed that Company
is acting as an independent contractor in performing its services
hereunder. Client shall carry no workers compensation insurance
or any health or accident insurance on Company or consultant's
employees. Client shall not pay any contributions to social
security, unemployment insurance, Federal or state withholding
taxes nor provide any other contributions or benefits which might
be customary in an employer-employee relationship.
Non-Assignment. This Agreement shall not be assigned by
either party without the written consent of the other party.
Exhibit - 10.15 - Pg. 3
Notices. Any notice to be given by either party to the
other hereunder shall be sufficient if in writing and sent by
registered or certified mail, return receipt requested, addressed
to such party at the address specified on the first page of this
Agreement or such other address as either party may have given to
the other in writing.
Entire Agreement. The within agreement contains the entire
agreement and understanding between the parties and supersedes
all prior negotiations, agreements and discussions concerning the
subject matter hereof.
Modification and Waiver. This Agreement may not be altered
or modified except by writing signed by each of the respective
parties hereof. No breach or violation of this Agreement shall be
waived except in writing executed by the party granting such
waiver.
Law to Govern; Forum for Disputes. The Company and the
Client agree that any legal disputes that may occur between the
Company and the Client, and that arise out of, or are related in
any way to, the Company contract with the Client and/or its
performance of services under the Contract or the termination of
this contract, and which disputes cannot be resolved informally,
shall be resolved exclusively through final and binding
arbitration before an arbitrator mutually selected by the Company
and the Client with each party to bear its own costs and attorney
fees. If the Company and the Client are unable to agree upon an
arbitrator within twenty-one (21) days after either party made a
demand for arbitration, the matter will be submitted for
arbitration to the Boston office of the American Arbitration
Association pursuant to the rules governing contract dispute
resolution in effect as of December 1, 1998. Notwithstanding the
foregoing, in no event shall a demand for arbitration be made
after the date when institution of legal or equitable proceedings
based on such claim, dispute, or other matter in question would
be barred by the applicable statutes of limitation.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the day and year first written above.
National Financial Communications Corp.
By:/s/Xxxxxxxx Xxxxx
-----------------------------------
Xxxxxxxx Xxxxx, President
Infocall Communications Corp.
By:/s/Xxx Richfield
---------------------------------
Xxx Richfield, Authorized Agent
Exhibit - 10.15 - Xx. 0
XXXXXXXX X-0 Payment for services and reimbursement of expenses.
Exhibit - 10.15 - Xx. 0
XXXXXXXX X-0
PAYMENT FOR SERVICES
AND REIMBURSEMENT OF EXPENSES
A. For the services to be rendered and performed by
Company during the term of the Agreement, Client shall pay to
Company the sum of 250,000 restricted shares at the signing of
this contract that will be immediately converted to free-trading
shares through a registration by the Client, and an additional
250,000 warrants @ $2.00 per share for a period of one year from
the signing of this agreement. 50% of the above shares should be
registered to National Financial Communications Corp. and 50% to
Xxxxxx Xxxxx Co., Inc.
B. Client shall also reimburse Company for all reasonable
and necessary out-of-pocket expenses incurred in the performance
of its duties for Client upon presentation of statements setting
forth in reasonable detail the amount of such expenses. Company
shall not incur any expense for any single item in excess of $250
either verbally or written except upon the prior approval of the
Client. Company agrees that any travel, entertainment or other
expense which it may incur and which may be referable to more.
than one of its clients (including Client) will rated among
the clients for whom such expense has been incurred.
National Financial Communications Corp.
By:/s/Xxxxxxxx Xxxxx
-----------------------------------
Xxxxxxxx Xxxxx, President
Infocall Communications Corp.
By:/s/Xxx Richfield
---------------------------------
Xxx Richfield, Authorized Agent
